Veridian board appointment powers debate at Clarington council

Council asks Veridian to reverse decision and appoint a person they recommend

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The nitty-gritty

Clarington is one of four shareholders of Veridian Corporation, along with Pickering, Ajax and Belleville.

There are two separate Veridian boards involved in this issue:

- The board of Veridian Corporation is responsible for oversight of the Veridian group of companies, including Veridian Connections Inc. This board provides strategic direction related to business growth and diversification.

- Veridian Connections Inc. is a licensed electricity company. The board of Veridian Connections Inc. is responsible for oversight of the business operations of this electricity corporation.

Clarington council nominates members for the Veridian Corporation board. The Veridian Corporation board then appoints members to the Veridian Connections board.

Coun. Mary Novak was on the Veridian Corporation board. She is splitting the seat for the 2010 to 2014 term with Councillor Joe Neal, with the hand-off happening this January.

In December, the Veridian Corporation board appointed Coun. Novak to the Veridian Connections board.

The agreement between Clarington and Veridian says there will be at least three Clarington directors on the Veridian Corporation board, at least one of which must be an unelected official.

Veridian board members are paid for attending meetings. In 2011 (the most recent numbers available) Clarington representatives on the Veridian board earned between $1,600 and $25,000.

CLARINGTON -- It could have been the fastest, cheapest way to fill the position, or a secretive move that reduced public input, but either way Clarington council is asking the Veridian Corporation to remove Regional Councillor Mary Novak from her recently appointed spot on the Veridian Connections board.

"Being cloaked in secrecy just does not sit well," said Regional Councillor Willie Woo. "I don't want to make it a case where we're creating dissension among us councillors, it's the process that took place at the Veridian board."

There have historically been two Clarington council members and two residents -- whose names were put forward by council -- on the Veridian board. The concern is than when a public member of the board resigned, Coun. Novak was appointed as the replacement, making it three politicians on the board.

"We're saying to our public, the unelected, that 'We have more qualified people and you do not need to apply.'" said Coun. Woo. "I have a problem with the board telling us who they're going to put on it, as opposed to us as a shareholder saying who we want to put forward."

Erin O'Toole was one of Clarington's public Veridian Connections board members. He was elected as the member of Parliament for Durham riding in November, and resigned from his position on the Veridian Connections Board.

"I wanted to ensure that a Clarington replacement was on the board, was found in the most cost-effective manner for the Municipality, while also ensuring the least disruptive transition for Veridian," said Mr. O'Toole, in a letter to council to explain his recommendation of Coun. Novak to replace him.

In his letter, Mr. O'Toole said going through the usual process to find a mid-term replacement would have caused a delay, could cost up to $10,000 and would have brought in someone less experienced at a time when the Ontario government is about to radically revamp the rules for local distribution companies.

"It was technically cheaper not to follow an open and democratic process," said Councillor Corinna Traill. "At the end of the day a public, unelected representative was replaced with a councillor ... It's deals like this that give all politicians a bad name."

Coun. Novak has served on the Veridian board for years. Shortly before passing her seat to Councillor Joe Neal in January, she was appointed to the new role.

Councillor Ron Hooper said that Coun. Novak has the needed experience to serve on the board for the two years left of the term.

"I think we're doing a disservice by not allowing Mary to continue her tenure ... I just think this is embarrassing," said Coun. Hooper.

Coun. Novak declined to comment on the appointment and declared a conflict of interest, leaving the room while council debated the issue.

Mayor Adrian Foster implied that past clashes with Coun. Novak may be motivating some councillors in voting for a motion that asked Veridian hold a special meeting to remove Coun. Novak from the board and accept a recommendation from Clarington council.

"I truly hope it was done for the right reasons and not the wrong reasons," said Mayor Foster.

Clarington council is one of four shareholders and doesn't have direct authority over the decisions of the Veridian board.

The Veridian board released a statement saying it "acted responsibly and in the best interests of the Corporation" but said it would consider Clarington's motion at its next meeting.